Common use of FUNDS WITHHELD PROVISIONS Clause in Contracts

FUNDS WITHHELD PROVISIONS. a. Under the circumstances described in the last paragraph of Section 23 of this Agreement or under the circumstances described in Section 12 of this Schedule A, THE REINSURER may provide to THE COMPANY for the entire term of this Agreement an amount of cash to be held on deposit ("Funds Withheld") with respect to all the amounts recoverable from THE REINSURER under this Agreement so as to avoid triggering THE COMPANY's right of recapture under Section 20. If THE REINSURER elects to do so, the Funds Withheld must satisfy the requirements of subsections b., c., d., and e. b. The Funds Withheld must be an amount that is at least as great as what THE COMPANY has indicated will be required under this Agreement and all other related reinsurance agreements between THE REINSURER and THE COMPANY for which a Risk Trigger Event, as defined in the respective reinsurance Agreements, has occurred. Approximately fifteen days following the end of each calendar quarter, THE COMPANY will indicate to THE REINSURER the amount of funds needed as well as any other information necessary for THE REINSURER to provide THE COMPANY the required Funds Withheld within fifteen days. The amount of funds needed shall be an amount at least equal to the deduction for reinsurance ceded from THE COMPANY's liabilities for policies ceded under this Agreement. Such amount shall include, but not be limited to, reinsurance reserves credits, reserves for claims and losses incurred (including losses incurred but not reported), loss adjustment expenses, and unearned premiums. The amount shall also include a provision for adverse deviation in claims and losses over the subsequent 3-month period that is in excess of any conservation already included in the reinsurance reserve credits. THE REINSURER will provide on or before a date agreed to by the parties funds that equal 103% of the most recently communicated amount needed. In addition, THE REINSURER shall provide future additional funds so as to maintain the value of the Funds Withheld at all times equal to 103% of the required amount needed. THE REINSURER will provide such funds within fifteen days of receiving notification of the amount needed. c. THE REINSURER and THE COMPANY agree that any Funds Withheld provided by THE REINSURER pursuant to the provisions of this Agreement may be drawn upon by THE COMPANY in full or in part at any time, notwithstanding any other provisions of this Agreement, and may be utilized by THE COMPANY or any successor by operation of law of THE COMPANY including without limitation, any liquidator, rehabilitator, receiver or conservator of THE COMPANY for any of the following purposes: i. to reimburse THE COMPANY for THE REINSURER's share of premium returned to the owners of policies reinsured under the reinsurance agreement on account of cancellations of such policies; ii. to reimburse THE COMPANY for THE REINSURER's share of benefits or losses paid by THE COMPANY under the terms and provisions of the policies reinsured under this Agreement; iii. to pay any other amounts THE COMPANY claims are due under this Agreement: All of the foregoing will be applied without diminution because of insolvency on the part of THE REINSURER. d. At the end of each calendar quarter, THE COMPANY will credit interest on the Funds Withheld during the previous quarter. The amount of interest that THE COMPANY will credit will be based on the average amount of Funds Withheld over the quarter. The interest rate will be equal to the sum of the London Interbank Office Rate, U.S. Denomination-Fixed Twelve-month, (LIBOR) as of the beginning of the calendar quarter, plus 90 basis points. e. THE COMPANY agrees to return to THE REINSURER any Funds Withheld which are in excess of the actual amounts required. The Funds Withheld shall remain in effect until the later of the termination of this Reinsurance Agreement or the full satisfaction and discharge of any and all liabilities and obligations owed by THE REINSURER to THE COMPANY, unless THE REINSURER and THE COMPANY mutually agree in writing to terminate the Funds Withheld at an earlier date. If any Funds Withheld remain after the parties have mutually agreed in writing to terminate the Funds Withheld, THE COMPANY shall remit such amounts plus any interest due thereon to THE REINSURER within 15 days of the termination of the Funds Withheld.

FUNDS WITHHELD PROVISIONS. a. Under the circumstances described in the last paragraph ‘RISK TRIGGER EVENT’ section of Section 23 Schedule A of this Agreement or under the circumstances described in Section 12 of this Schedule AAgreement, THE REINSURER may provide to THE COMPANY for the entire term of this Agreement an amount of cash to be held on deposit ("“Funds Withheld"”) with respect to all the amounts recoverable from THE REINSURER under this Agreement so as to avoid triggering THE COMPANY's ’s right of recapture under Section 20the ‘RECAPTURE’ section of this Agreement. If THE REINSURER elects to do so, the Funds Withheld must satisfy the requirements of subsections a., b., c., d., and e.c. of this ‘FUNDS WITHHELD PROVISIONS’ section. b. a. The Funds Withheld must be an amount that is at least as great as what the Security Amount (as defined in this Subsection ‘a’.) THE COMPANY has indicated will be required under this Agreement and all other related reinsurance agreements between THE REINSURER and THE COMPANY for which a Risk Trigger Event, as defined in the respective reinsurance Agreements, has occurred. Approximately fifteen days following after the end of each calendar quarter, THE COMPANY will indicate to THE REINSURER the amount of funds needed as well as any other information necessary for THE REINSURER to provide THE COMPANY the required Funds Withheld within fifteen calendar days. The amount of funds needed Security Amount shall be an amount at least equal to the deduction for reinsurance ceded from THE COMPANY's ’s liabilities for policies ceded under this AgreementAgreement plus a provision for adverse deviation and opportunity cost. Such amount shall include, but not be limited to, reinsurance reserves GAAP reserve credits, reserves for claims and losses incurred (including losses incurred but not reported), ) and loss adjustment expenses. Any such funds that are due from THE REINSURER may be netted against any premiums due, in accordance with the ‘PREMIUMS DUE’ and unearned premiums. The amount shall also include a provision for adverse deviation in claims and losses over the subsequent 3-month period that is in excess ‘OFFSET’ provisions of any conservation already included in the reinsurance reserve creditsthis Agreement. THE REINSURER will provide on or before after a date agreed to by the parties funds that equal 103100% of the most recently communicated amount needed. In addition, THE REINSURER shall provide future additional funds so as to maintain the value of the Funds Withheld at all times equal to 103100% of the required amount needed. THE REINSURER will provide such funds within fifteen days of receiving notification of the amount needed. c. b. THE REINSURER and THE COMPANY agree that any Funds Withheld provided by THE REINSURER pursuant to the provisions of this Agreement may be drawn upon by THE COMPANY in full or in part at any time, notwithstanding any other provisions of this Agreement, and may be utilized by THE COMPANY or any successor by operation of law of THE COMPANY including without limitation, any liquidator, rehabilitator, receiver or conservator of THE COMPANY for any of the following purposes: i. to reimburse THE COMPANY for THE REINSURER's share of premium returned to the owners of unearned reinsurance premiums on policies reinsured under the reinsurance agreement this Agreement on account of cancellations of such policies; ii. to reimburse THE COMPANY for THE REINSURER's ’s share of benefits or losses paid by THE COMPANY under the terms and provisions of the policies reinsured under this Agreement; iii. to pay any other amounts THE COMPANY claims are due under this Agreement: All of the foregoing will be applied without diminution because of insolvency on the part of THE REINSURER. d. c. At the end of each calendar quarter, THE COMPANY will credit interest on the Funds Withheld during the previous quarter. The amount of interest that THE COMPANY will credit will be based on the average amount of Funds Withheld over the quarter. The interest rate will be equal to the sum of the London Interbank Office Rate, U.S. Denomination-Fixed Twelve-month, (LIBOR) as of the beginning of the calendar quarter, plus 90 basis points. e. . • THE COMPANY agrees to return to THE REINSURER any Funds Withheld which are in excess of the actual amounts required. The Funds Withheld shall remain in effect until the later of the termination of this Reinsurance Agreement or the full satisfaction and discharge of any and all liabilities and obligations owed by THE REINSURER to THE COMPANY, unless THE REINSURER and THE COMPANY mutually agree in writing to terminate the Funds Withheld at an earlier date. If any Funds Withheld remain after the parties have mutually agreed in writing to terminate the Funds Withheld, THE COMPANY shall remit such amounts plus any interest due thereon to THE REINSURER within 15 days of the termination of the Funds Withheld.

FUNDS WITHHELD PROVISIONS. a. Under the circumstances described in the last paragraph ‘RISK TRIGGER EVENT’ section of Section 23 Schedule A of this Agreement or under the circumstances described in Section 12 of this Schedule AAgreement, THE REINSURER may provide to THE COMPANY for the entire term of this Agreement an amount of cash to be held on deposit ("“Funds Withheld"”) with respect to all the amounts recoverable from THE REINSURER under this Agreement so as to avoid triggering THE COMPANY's ’s right of recapture under Section 20the ‘RECAPTURE’ section of this Agreement. If THE REINSURER elects to do so, the Funds Withheld must satisfy the requirements of subsections a., b., c., d., and e.c. of this ‘FUNDS WITHHELD PROVISIONS’ section. b. a. The Funds Withheld must be an amount that is at least as great as what the Security Amount (as defined in this Subsection ‘a’.) THE COMPANY has indicated will be required under this Agreement and all other related reinsurance agreements between THE REINSURER and THE COMPANY for which a Risk Trigger Event, as defined in the respective reinsurance Agreements, has occurred. Approximately fifteen days following after the end of each calendar quarter, THE COMPANY will indicate to THE REINSURER the amount of funds needed as well as any other information necessary for THE REINSURER to provide THE COMPANY the required Funds Withheld within fifteen calendar days. The amount of funds needed Security Amount shall be an amount at least equal to the deduction for reinsurance ceded from THE COMPANY's ’s liabilities for policies ceded under this AgreementAgreement plus a provision for adverse deviation and opportunity cost. Such amount shall include, but not be limited to, reinsurance reserves GAAP reserve credits, reserves for claims and losses incurred (including losses incurred but not reported), ) and loss adjustment expenses. Any such funds that are due from THE REINSURER may be netted against any premiums due, in accordance with the ‘PREMIUMS DUE’ and unearned premiums. The amount shall also include a provision for adverse deviation in claims and losses over the subsequent 3-month period that is in excess ‘OFFSET’ provisions of any conservation already included in the reinsurance reserve creditsthis Agreement. THE REINSURER will provide on or before after a date agreed to by the parties funds that equal 103100% of the most recently communicated amount needed. In addition, THE REINSURER shall provide future additional funds so as to maintain the value of the Funds Withheld at all times equal to 103100% of the required amount needed. THE REINSURER will provide such funds within fifteen days of receiving notification of the amount needed. c. b. THE REINSURER and THE COMPANY agree that any Funds Withheld provided by THE REINSURER pursuant to the provisions of this Agreement may be drawn upon by THE COMPANY in full or in part at any time, notwithstanding any other provisions of this Agreement, and may be utilized by THE COMPANY or any successor by operation of law of THE COMPANY including without limitation, any liquidator, rehabilitator, receiver or conservator of THE COMPANY for any of the following purposes: i. to reimburse THE COMPANY for THE REINSURER's share of premium returned to the owners of unearned reinsurance premiums on policies reinsured under the reinsurance agreement this Agreement on account of cancellations of such policies; ii. to reimburse THE COMPANY for THE REINSURER's ’s share of benefits or losses paid by THE COMPANY under the terms and provisions of the policies reinsured under this Agreement; iii. to pay any other amounts THE COMPANY claims are due under this Agreement: All of the foregoing will be applied without diminution because of insolvency on the part of THE REINSURER. d. c. At the end of each calendar quarter, THE COMPANY will credit interest on the Funds Withheld during the previous quarter. The amount of interest that THE COMPANY will credit will be based on the average amount of Funds Withheld over the quarter. The interest rate will be equal to the sum of the London Interbank Office Rate, U.S. Denomination-Fixed Twelve-month, (LIBOR) as of the beginning of the calendar quarter, plus 90 basis points. e. d. THE COMPANY agrees to return to THE REINSURER any Funds Withheld which are in excess of the actual amounts required. The Funds Withheld shall remain in effect until the later of the termination of this Reinsurance Agreement or the full satisfaction and discharge of any and all liabilities and obligations owed by THE REINSURER to THE COMPANY, unless THE REINSURER and THE COMPANY mutually agree in writing to terminate the Funds Withheld at an earlier date. If any Funds Withheld remain after the parties have mutually agreed in writing to terminate the Funds Withheld, THE COMPANY shall remit such amounts plus any interest due thereon to THE REINSURER within 15 days of the termination of the Funds Withheld.

FUNDS WITHHELD PROVISIONS. a. Under the circumstances described in the last paragraph of Section 23 13 of this Agreement or under the circumstances described in Section 12 of this Schedule AAgreement, THE REINSURER may provide to THE COMPANY for the entire term of this Agreement an amount of cash to be held on deposit ("“Funds Withheld"”) with respect to all the amounts recoverable from THE REINSURER under this Agreement so as to avoid triggering THE COMPANY's ’s right of recapture under Section 2021 of this Agreement. If THE REINSURER elects to do so, the Funds Withheld must satisfy the requirements of subsections b., c., and d., and e. b. The Funds Withheld must be an amount that is at least as great as what THE COMPANY has indicated will be required under this Agreement and all other related reinsurance agreements between THE REINSURER and THE COMPANY for which a Risk Trigger Event, as defined in the respective reinsurance Agreements, has occurredCOMPANY. Approximately fifteen days following the end of each calendar quarter, THE COMPANY will indicate to THE REINSURER the amount of funds needed as well as any other information necessary for THE REINSURER to provide THE COMPANY the required Funds Withheld. THE REINSURER will provide the required Funds Withheld within fifteen daysdays of notice received from THE COMPANY. The amount of funds needed shall be an amount at least equal to the greater of (a) the amount of security required as described in Section 13 or (b) the deduction for reinsurance ceded from THE COMPANY's ’s liabilities for policies ceded under this Agreement. Such amount shall include, but not be limited to, reinsurance reserves credits, to reserves for claims and losses incurred (including losses incurred but not reported), loss adjustment expenses, and unearned premiums. The amount shall also include a provision for adverse deviation in claims and losses over the subsequent 312-month period that is in excess of any conservation already included in the reinsurance reserve credits. THE REINSURER will provide on or before a date agreed to by the parties funds that equal 103% of the most recently communicated amount needed. In addition, THE REINSURER shall provide future additional funds so as to maintain the value of the Funds Withheld at all times equal to 103% of the required amount needed. THE REINSURER will provide such funds within fifteen days of receiving notification of the amount neededperiod. c. THE REINSURER and THE COMPANY agree that any Funds Withheld provided by THE REINSURER pursuant to the provisions of this Agreement may be drawn upon by THE COMPANY in full or in part at any time, notwithstanding any other provisions of this Agreement, and may be utilized by THE COMPANY or any successor of THE COMPANY by operation of law of THE COMPANY including without limitation, any liquidator, rehabilitator, receiver or conservator of THE COMPANY for any of the following purposes: i. to reimburse THE COMPANY for THE REINSURER's ’s share of premium returned to the owners of policies reinsured under the reinsurance agreement on account of cancellations of such policies;; Y-UL/VUL II – 2005 – RGA - PICA ii. to reimburse THE COMPANY for THE REINSURER's ’s share of benefits or losses paid by THE COMPANY under the terms and provisions of the policies reinsured under this Agreement; iii. ; and • to pay any other amounts THE COMPANY claims are due under this Agreement: All of the foregoing will be applied without diminution because of insolvency on the part of THE REINSURER. d. At the end of each calendar quarter, THE COMPANY will credit interest on the Funds Withheld during the previous quarter. The amount of interest that THE COMPANY will credit will be based on the average amount of Funds Withheld over the quarter. The interest rate will be equal to the sum of the London Interbank Office Rate, U.S. Denomination-Fixed Twelve-month, (LIBOR) as of the beginning of the calendar quarter, plus 90 35 basis points. e. . THE COMPANY agrees to return to THE REINSURER any Funds Withheld which that are in excess of the actual amounts required. The Funds Withheld shall remain in effect until the later of the termination of this Reinsurance Agreement or the full satisfaction and discharge of any and all liabilities and obligations owed by THE REINSURER to THE COMPANY, unless THE REINSURER and THE COMPANY mutually agree in writing to terminate the Funds Withheld at an earlier date. If any Funds Withheld remain after the parties have mutually agreed in writing to terminate the Funds Withheld, THE COMPANY shall remit such amounts plus any interest due thereon to THE REINSURER within 15 days of the termination of the Funds Withheld.

FUNDS WITHHELD PROVISIONS. a. Under the circumstances described in the last paragraph ‘RISK TRIGGER EVENT’ section of Section 23 Schedule A of this Agreement or under the circumstances described in Section 12 of this Schedule AAgreement, THE REINSURER may provide to THE COMPANY for the entire term of this Agreement an amount of cash to be held on deposit ("“Funds Withheld"”) with respect to all the amounts recoverable from THE REINSURER under this Agreement so as to avoid triggering THE COMPANY's ’s right of recapture under Section 20the ‘RECAPTURE’ section of this Agreement. If THE REINSURER elects to do so, the Funds Withheld must satisfy the requirements of subsections a., b., c., d., and e.c. of this ‘FUNDS WITHHELD PROVISIONS’ section. b. a. The Funds Withheld must be an amount that is at least as great as what the Security Amount (as defined in this Subsection ‘a’.) THE COMPANY has indicated will be required under this Agreement and all other related reinsurance agreements between THE REINSURER and THE COMPANY for which a Risk Trigger Event, as defined in the respective reinsurance Agreements, has occurred. Approximately fifteen days following after the end of each calendar quarter, THE COMPANY will indicate to THE REINSURER the amount of funds needed as well as any other information necessary for THE REINSURER to provide THE COMPANY the required Funds Withheld within fifteen calendar days. The amount of funds needed Security Amount shall be an amount at least equal to the deduction for reinsurance ceded from THE COMPANY's ’s liabilities for policies ceded under this AgreementAgreement plus a provision for adverse deviation and opportunity cost. Such amount shall include, but not be limited to, reinsurance reserves GAAP reserve credits, reserves for claims and losses incurred (including losses incurred but not reported), ) and loss adjustment expenses. Any such funds that are due from THE REINSURER may be netted against any premiums due, in accordance with the ‘PREMIUMS DUE’ and unearned premiums. The amount shall also include a provision for adverse deviation in claims and losses over the subsequent 3-month period that is in excess ‘OFFSET’ provisions of any conservation already included in the reinsurance reserve creditsthis Agreement. THE REINSURER will provide on or before after a date agreed to by the parties funds that equal 103100% of the most recently communicated amount needed. In addition, THE REINSURER shall provide future additional funds so as to maintain the value of the Funds Withheld at all times equal to 103100% of the required amount needed. THE REINSURER will provide such funds within fifteen days of receiving notification of the amount needed. c. b. THE REINSURER and THE COMPANY agree that any Funds Withheld provided by THE REINSURER pursuant to the provisions of this Agreement may be drawn upon by THE COMPANY in full or in part at any time, notwithstanding any other provisions of this Agreement, and may be utilized by THE COMPANY or any successor by operation of law of THE COMPANY including without limitation, any liquidator, rehabilitator, receiver or conservator of THE COMPANY for any of the following purposes: i. to reimburse THE COMPANY for THE REINSURER's share of premium returned to the owners of unearned reinsurance premiums on policies reinsured under the reinsurance agreement this Agreement on account of cancellations of such policies; ii. to reimburse THE COMPANY for THE REINSURER's ’s share of benefits or losses paid by THE COMPANY under the terms and provisions of the policies reinsured under this Agreement; iii. to pay any other amounts THE COMPANY claims are due under this Agreement: All of the foregoing will be applied without diminution because of insolvency on the part of THE REINSURER.. [Missing Graphic Reference] d. c. At the end of each calendar quarter, THE COMPANY will credit interest on the Funds Withheld during the previous quarter. The amount of interest that THE COMPANY will credit will be based on the average amount of Funds Withheld over the quarter. The interest rate will be equal to the sum of the London Interbank Office Rate, U.S. Denomination-Fixed Twelve-month, (LIBOR) as of the beginning of the calendar quarter, plus 90 basis points. e. . • THE COMPANY agrees to return to THE REINSURER any Funds Withheld which are in excess of the actual amounts required. The Funds Withheld shall remain in effect until the later of the termination of this Reinsurance Agreement or the full satisfaction and discharge of any and all liabilities and obligations owed by THE REINSURER to THE COMPANY, unless THE REINSURER and THE COMPANY mutually agree in writing to terminate the Funds Withheld at an earlier date. If any Funds Withheld remain after the parties have mutually agreed in writing to terminate the Funds Withheld, THE COMPANY shall remit such amounts plus any interest due thereon to THE REINSURER within 15 days of the termination of the Funds Withheld.